Superior Industries Reports Unregistered Equity Sales

TL;DR

Superior Industries sold unregistered equity, details TBD.

AI Summary

On August 13, 2025, Superior Industries International, Inc. filed an 8-K report detailing unregistered sales of equity securities. The filing does not specify the exact number of shares sold or the aggregate dollar amount involved in these transactions.

Why It Matters

This filing indicates that Superior Industries has engaged in private equity transactions, which could impact share dilution and ownership structure.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or potential dilution, requiring further investigation into the terms and impact.

Key Players & Entities

• SUPERIOR INDUSTRIES INTERNATIONAL, INC. (company) — Registrant
• August 13, 2025 (date) — Date of earliest event reported
• 26600 Telegraph Road, Suite 400 (address) — Principal Executive Offices
• Southfield, Michigan 48033 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share (1) (1) (1) On June 2
• $0 — elisting of the common stock, par value $0.01, of the Company (the " Common Stock
• $0.09 — , in each case, for a purchase price of $0.09 per share. On August 13, 2025, Parent
• $684,000 — ares for an aggregate purchase price of $684,000, pursuant to the terms of the Subscript

Filing Documents

• ny20052542x3_8k.htm (8-K) — 41KB
• 0001140361-25-031533.txt ( ) — 171KB
• sup-20250813.xsd (EX-101.SCH) — 4KB
• sup-20250813_lab.xml (EX-101.LAB) — 21KB
• sup-20250813_pre.xml (EX-101.PRE) — 16KB
• ny20052542x3_8k_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As previously disclosed, on July 8, 2025, Superior Industries International, Inc., a Delaware corporation (the " Company "), entered into a Subscription Agreement (the " Subscription Agreement ") with SUP Parent Holdings, LLC, a Delaware limited liability company (" Parent "), pursuant to which Parent agreed to purchase, and the Company agreed to issue and sell to Parent, (i) 7,600,000 shares of common stock, par value $0.01, of the Company (the " Common Shares ") or (ii) such other number of Common Shares as may be mutually agreed by the Company and Parent, in each case, for a purchase price of $0.09 per share. On August 13, 2025, Parent purchased from the Company, and the Company issued and sold to Parent, 7,600,000 Common Shares for an aggregate purchase price of $684,000, pursuant to the terms of the Subscription Agreement. The Common Shares sold to Parent pursuant to the Subscription Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "). The foregoing description of the Subscription Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to the Subscription Agreement, a copy of which was filed as Exhibit 10.3 to the Company's Current Report on Form 8-K/A, filed with the U.S. Securities and Exchange Commission (the " SEC ") on July 9, 2025, and is incorporated herein by reference. Cautionary Statement Regarding Forward-Looking Statements This current report on Form 8-K contains "forward-looking business and financial events, conditions, expectations, plans or ambitions, and often include, but are not limited to, words such as "believe," "expe

forward-looking statements that may be made to reflect events or circumstances after the date of this communication

forward-looking statements that may be made to reflect events or circumstances after the date of this communication. No Offer or Solicitation Additional Information and Where to Find It This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In connection with the Merger, the Company intends to file relevant materials with the SEC, including the Proxy Statement. This Current Report on Form 8-K is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the Merger. STOCKHOLDERS OF THE COMPANY ARE ADVISED AND URGED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTIONS AND THE BUSINESS TO BE CONDUCTED AT THE SPECIAL MEETING OF STOCKHOLDERS. All such documents, when filed, may be obtained free of charge at the SEC's website (http://www.sec.gov). These documents, once available, and the Company's other filings with the SEC also will be available free of charge on the Company's website at https://www.supind.com/investor-relations/financial-reports.html. Participants in the Solicitation The Company, its directors and certain of its executive officers and employees may be deemed participants in the solicitation of proxies from the Company's stockholders in connection with the Merger. Information regarding the names of the Company's directors and executive officers and certain other individuals and their respective interests in the Company by security holdings or otherwise is set forth in the Com

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUPERIOR INDUSTRIES INTERNATIONAL, INC. (Registrant) Date: August 15, 2025 /s/ David M. Sherbin David M. Sherbin Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

View Full Filing

View this 8-K filing on SEC EDGAR